<PAGE> 1
Exhibit Index on Page 5
As filed with the Securities and Exchange Commission on August 29, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) AUGUST 21, 1997
Commission File Number: 000-22685
VORNADO REALTY L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3925979
(State or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY 07663
(Address of principal executive offices) (Zip Code)
(201)587-1000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Page 1
<PAGE> 2
Item 1. Not Applicable.
---------------
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On August 21, 1997, Vornado Realty Trust, which owns
90.4% and is the sole general partner of Vornado Realty L.P.,
entered into an agreement with the owners of 90 Park Avenue,
pursuant to which Vornado restructured the mortgage, took title
to the land and obtained a 43 year operating lease on the
building under which Vornado will manage the building and
receive the building's cash flow. As part of the restructuring,
the amount of the debt was adjusted from the face value of
$193,000,000 to Vornado's April 1997 acquisition cost of
$185,000,000, the maturity date of the debt was extended to
August 31, 2022 and the interest rate was set at 7.5%. Vornado
purchased the land from the borrower for $8,000,000, which was
further applied to reduce the debt to $177,000,000. The
remaining investment will be reclassified as real estate.
90 Park Avenue is an 875,000 square foot office building
in Manhattan.
These transactions were arrived at through arms-length
negotiations and were consummated through a subsidiary of
Vornado Realty L.P. A copy of Vornado Realty Trust's press
release relating to these transactions is attached hereto as an
exhibit and is incorporated herein by reference.
Items 3-4. Not Applicable.
---------------
Item 5. Other Events.
-------------
On August 22, 1997, Vornado Realty Trust entered into an
Agreement and Plan of Merger (the "Merger Agreement") among
Vornado, Arbor Property Trust ("Arbor") and Trees Acquisition
Subsidiary, Inc., ("Merger Sub"), a wholly-owned subsidiary of
Vornado, pursuant to which Arbor is to be merged with and into
Merger Sub. Holders of Arbor common shares of beneficial
interest ("Arbor Common Shares") are to receive 0.121905 common
shares of beneficial interest of Vornado per Arbor Common Share
or, at the election of the holder of Arbor Common Shares,
0.153846 Series A Convertible Preferred Shares of Vornado per
Arbor Common Share. The Merger Agreement provides that
simultaneously with the consummation of the merger, Vornado
Realty Trust will cause the Green Acres Mall, which is currently
indirectly wholly owned by Arbor, to be owned directly or
indirectly by Vornado Realty L.P. The Merger Agreement and
Vornado Realty Trust's press release relating to this
transaction are included herein as exhibits and are incorporated
herein by reference.
Item 6. Not Applicable.
---------------
Page 2
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
(a) The required financial statements will be filed on Form 8-K/A as
soon as practicable, but in any event within 60 days after this
Current Report on Form 8-K is filed.
(b) The required pro forma financial information will be filed on Form
8-K/A as soon as practicable, but in any event within 60 days after
this Current Report on Form 8-K is filed.
(c) Exhibits.
---------
Exhibit No. Exhibit
----------- -------
99.1 Press release, dated August 21, 1997, of Vornado Realty Trust,
announcing the restructuring of the 90 Park Avenue mortgage
loan receivable and related transactions.
99.2 Press release, dated August 25, 1997 of Vornado Realty Trust
announcing the execution of the Merger Agreement.
99.3 Agreement and Plan of Merger, dated as of August 22, 1997
among Vornado Realty Trust, Trees Acquisition Subsidiary, Inc.
and Arbor Property Trust (incorporated by reference to Exhibit
99.3 of Vornado Realty Trust's Current Report on Form 8-K
(File No. 001-11954), dated August 21, 1997, and filed with
the Commission on August 29, 1997).
Item 8. Not Applicable.
---------------
Page 3
<PAGE> 4
VORNADO REALTY L.P.
-------------------
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VORNADO REALTY L.P.
--------------------------------
(Registrant)
By: Vornado Realty Trust,
General Partner
Date: August 29, 1997 /s/ Joseph Macnow
--------------------------------
JOSEPH MACNOW
Vice President,
Chief Financial Officer
Page 4
<PAGE> 5
INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit Page
- ----------- ------- ----
99.1 Press Release, dated August 21, 1997, of
Vornado Realty Trust, announcing the
restructuring of the 90 Park Avenue mortgage
loan receivable and related transactions. 6
99.2 Press release, dated August 25, 1997 of Vornado
Realty Trust announcing the execution of the
Merger Agreement. 7
99.3 Agreement and Plan of Merger, dated as of
August 22, 1997 among Vornado Realty Trust,
Trees Acquisition Subsidiary, Inc. and Arbor Property
Trust (incorporated by reference to Exhibit 99.3 of
Vornado Realty Trust's Current Report on Form 8-K
(File No. 001-11954), dated August 21, 1997, and filed
with the Commission on August 29, 1997). 8
Page 5
<PAGE> 1
EXHIBIT 99.1
------------
VORNADO REALTY TRUST
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
FOR IMMEDIATE RELEASE - AUGUST 21, 1997
- ---------------------------------------
SADDLE BROOK, NEW JERSEY.......VORNADO REALTY TRUST (NYSE:VNO)
announced today that it has entered into an agreement with the borrower to
restructure the 90 Park Avenue mortgage, curing the borrower's defaults. As part
of the restructuring, Vornado took title to the land and obtained a long-term
operating lease for the building which entitles Vornado to receive the
building's cash flow. 90 Park Avenue is an 875,000 square foot office building
in Manhattan.
Vornado Realty Trust is a fully-integrated equity real estate investment
trust.
# # # #
Page 6
<PAGE> 1
EXHIBIT 99.2
------------
VORNADO REALTY TRUST
Park 80 West, Plaza II
Saddle Brook, New Jersey 07663
FOR IMMEDIATE RELEASE - AUGUST 25, 1997
- ---------------------------------------
SADDLE BROOK, NEW JERSEY.......VORNADO REALTY TRUST (NYSE:VNO) has
signed a definitive agreement to merge Arbor Property Trust (NYSE:ABR) into
Vornado. Under the terms of the agreement, Arbor's shareholders can elect to
receive, for each Arbor Common Share, either 15.3846% of a share of Vornado's
Convertible Preferred Stock or 12.1905% of a share of Vornado's Common Stock.
The approximate value of the transaction is $225 million, including assumed debt
of $125 million.
Arbor is a single asset REIT which owns the Green Acres Mall, a four
department store enclosed regional shopping mall containing approximately 1.8
million square feet, including the Plaza at Green Acres. Green Acres is located
in Nassau County, Long Island on Sunrise Highway, approximately one mile east of
Queens, New York.
Vornado is a fully-integrated equity real estate investment trust which
owns, leases, develops, redevelops and manages retail, office and industrial
properties primarily located in the Northeast and Midatlantic regions of the
United States.
The closing, which is expected in December, is subject to the approval of
Arbor's shareholders and certain other conditions; accordingly, there can be no
assurance that the proposed transaction will be ultimately completed.
# # # #
Page 7
